Decision No. 20 of 2019 of the Authority's Board of Directors

Egyptian Financial Regulatory Authority
Decision No. 20 of 2019 of the Authority's Board of Directors Dated 24/7/2019 On the Basic Statute of the Egyptian Securities Union

The Board of Directors of the Egyptian Financial Regulatory Authority Having reviewed the Capital Market Law issued by Law No. 95 of 1992 and its executive regulations; And Law No. 93 of 2000 issuing the Central Depository and Registration of Securities Law and its executive regulations; And Law No. 10 of 2009 on Regulating Supervision over Non-Banking Financial Markets and Instruments; And Presidential Decree No. 192 of 2009 issuing the Basic Statute of the Egyptian Financial Regulatory Authority; And upon the approval of the Authority's Board of Directors in its meeting held on 24/7/2019:

Decision:
(Article 1)
The provisions of the Basic Statute of the Egyptian Securities Union attached hereto shall be implemented.
(Article 2)
This Decision and its attached Statute shall be published in the Egyptian Official Gazette at the Union's expense, and shall take effect from the day following its publication.

Chairman of the Authority's Board of Directors Dr. Mohamed Omran

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Basic Statute of the Egyptian Securities Union (Chapter One) Establishment, Headquarters, and Objectives of the Union

Article 1 - A union of companies operating in the securities field shall be established in the Arab Republic of Egypt, named the "Egyptian Securities Union", possessing independent legal personality and not aiming for profit.
The Union's main headquarters shall be in Cairo or Giza Governorate, and it may establish branches or offices in other governorates of the Arab Republic of Egypt to achieve its objectives, with the Union's Board of Directors defining the jurisdiction of each in its establishment decisions. These branches and offices are considered part of the Union.

Article 2 - The Union aims to achieve the following objectives:
1 - Contributing to the development of capital market activities, increasing awareness of it, and championing initiatives supporting the sector.
2 - Ensuring that Union members apply the Code of Professional Ethics and the rules governing members' obligations and rights.
3 - Accrediting entities to provide training courses aimed at developing the skills of workers in the securities field.
4 - Working to protect members' rights and remove obstacles that may hinder their work performance.
5 - Communicating with international and regional unions to exchange expertise in the securities field.
6 - Organizing and attending local, regional, and international conferences.

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Article 3 - The Union shall be competent to:
1 - Develop a guideline manual for companies operating in the securities field regarding the provisions of Capital Market Law No. 95 of 1992 and the Central Depository and Registration of Securities Law issued by Law No. 93 of 2000, provided it does not conflict with prevailing laws and executive decisions. 2 - Develop proposals and submit recommendations to develop capital market activities, including expressing opinions on draft laws and proposing amendments to existing legislation related to or affecting the securities field. 3 - Develop a Code of Professional Ethics for workers in the securities field, subject to approval by the General Assembly, which shall only take effect after accreditation by the Authority. 4 - Develop rules governing the obligations and rights of members in the Union. 5 - Establish a special registry for positions licensed by the Authority to record employees of members. 6 - Organize training courses and/or conduct qualifying examinations to keep pace with positions licensed by the Authority within member companies, subject to accreditation by the Authority. 7 - Cooperate and coordinate with professional associations concerned with capital market activities. 8 - Work to resolve complaints submitted by clients of Union members, promptly, within a maximum of one month from the date of submission. If the Union cannot reach a amicable settlement within this period, it shall refer these complaints to the Authority, submitting a report on their status within five days at most from the date of reaching an amicable solution or the expiration of the aforementioned period, as applicable. 9 - Monitor members' compliance with sound professional rules, the Code of Professional Ethics, and decisions issued by the Union.

10 - Issue measures against members, in accordance with the sanctions regulations drafted by the General Assembly and accredited by the Authority, provided they do not conflict with measures taken by the Authority or the Egyptian Exchange. 11 - Utilize all media means to support and develop the securities market and spread investment awareness, not exceeding the percentage determined by the General Assembly from the Union's resources for this purpose.

(Chapter Two)
Union Resources and Financial Expenditures

Article 4 - The Union's resources shall consist of the following:
First - Members' contributions:
1 - A registration fee for membership of twenty-five thousand Egyptian pounds.
2 - Annual membership dues of ten thousand Egyptian pounds. If a member joins during the financial year, they shall pay a proportion of the dues equivalent to the period from the joining date to the end of the financial year. 3 - An annual fee for registering employees of member companies in the registry designated for Authority-licensed positions, at one hundred and fifty Egyptian pounds per employee. Second - Other resources:
1 - Donations and gifts presented to the Union, which its Board of Directors decides to accept.
2 - Returns from investing the Union's funds.
3 - Fees for training programs, research, studies, and other related services, as approved by the Union's Board of Directors.
4 - Other resources approved by the General Assembly of the Union.
In the event that the aforementioned resources are insufficient for the Union to cover its basic obligations to continue its operations, the matter shall be referred to the General Assembly of the Union to consider what should be taken to cover the deficit.

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Article 5 - The Union's financial year begins on January 1 and ends on December 31 of each year.
The first financial year of the Union shall begin from its establishment date until the end of December of the following year.

Article 6 - The Union's resources shall be used to finance its objectives, with expenditures based on what the financial regulations determine and according to rules established by the Union's Board of Directors and approved by the General Assembly. The Union's funds shall be deposited in one of the banks in the Arab Republic of Egypt subject to the supervision of the Central Bank of Egypt.
The Union's funds shall be invested according to an investment policy proposed by its Board of Directors and approved by the General Assembly.

(Chapter Three)
Membership, Members' Duties, and Rights

Article 7 - Every company operating in the securities field subject to the provisions of Capital Market Law issued by Law No. 95 of 1992 or the Central Depository and Registration of Securities Law issued by Law No. 93 of 2000 shall be a member of the Egyptian Securities Union upon obtaining a license from the Authority to conduct the activity and its registration in the Authority's records. It must submit to the Union within fifteen days a copy of its activity license and the names of its board members. This applies to consortiums holding a valid license from the Authority to conduct these activities.
In all cases, Union membership shall cease if the Authority revokes the license granted to the member to conduct the activity.

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Article 8 - Without prejudice to the provisions of the Capital Market Law and the Central Depository and Registration of Securities Law, a Union member shall be obliged to comply with the provisions of this Statute and decisions issued by the Union, specifically:
1 - Payment of the Union membership registration fee.
2 - Payment of annual dues.
3 - Payment of fees for training programs, research, and other related services, as approved by the Union's Board of Directors.
4 - Payment of the registration fee for employees of the member company in the registry of licensed positions.
5 - Refraining from any act that would cause financial or reputational harm to the Union.

Article 9 - A Union member's membership shall be suspended upon issuance of a decision by the Authority's Board of Directors to stop or prevent the member from conducting the activity according to the provisions of the Capital Market Law. During this period, the member shall not be allowed to nominate any person for board membership or vote in board elections, until they return to conducting the activity.

Article 10 - Specialized committees may recommend to the Union's Board of Directors to hold the member accountable in the following cases:
(a) If it is proven that an act would cause material or reputational harm to the Union.
(b) If they violate the Code of Professional Ethics.
(c) If they violate any provision of this Statute.
The specialized committees may, after investigating the member and confirming the violation, notify them of the investigation results and present them to the Union's Board of Directors within a period not exceeding one month from the date of the investigation, to take any of the following measures:
1 - Notify the member in writing of the violation committed and instruct them not to repeat it in the future.

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2 - Suspend the member's benefit from all or some of the services provided by the Union.
3 - Impose a financial obligation not exceeding fifty thousand Egyptian pounds.
4 - Suspend the member's Union membership for a specific period or until the violation is removed.
The member shall not, during the period of the measure stipulated in item (4), nominate any person for board membership or vote in board elections, until they return to conducting the activity.
In all cases, the Union shall notify the Authority of the investigation conclusions immediately upon completion.

Article 11 - If a member defaults on paying their financial obligations stipulated in this Statute for a period of four months from the due date, the matter shall be referred to the Union's Board of Directors to consider taking any of the measures stipulated in Article (10) of this Statute, provided that these obligations are paid within a maximum of two months from the date of the signed decision.
If the member continues to refuse to pay their financial obligations for an additional three months from the date of the signed decision, and in accordance with the preceding paragraph, if the member continues to fail to pay their financial obligations, the Union's Board of Directors shall deprive the member of attending General Assembly meetings, take necessary legal actions, and notify the Authority to take what it deems appropriate.

Article 12 - A Union member subject to a decision by the Board of Directors shall be notified via registered mail with acknowledgment of receipt and to their dedicated email address. They shall have fifteen days from the date of notification to appeal to the Authority, clearly stating the subject and reasons, and attaching supporting documents.
The Authority shall rule on the appeal within thirty days from the date of submission, and the Authority's decision shall be final.

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(Chapter Four)
Union Bodies

Article 13 - The Union shall exercise its competencies through the following bodies:
1 - The General Assembly.
2 - The Board of Directors.
3 - Specialized Committees.
4 - Executive Management.
The Union may add other bodies to assist it in exercising its competencies after obtaining the Authority's approval.

Article 14 - Each member of the General Assembly and the Union's Board of Directors, as well as employees and agents appointed by either of these bodies, shall have the right to perform legal acts on behalf of the Union within the limits of this Statute's provisions and their delegated authorities.

Article 15 - Acts necessary to achieve its objectives, except for those acts or transactions that fall under the competencies of the General Assembly as specifically excepted by this Statute.
Nevertheless, the General Assembly may intervene in any administrative act if the Board of Directors fails to decide on it due to lack of a quorum.
The Authority may appoint a representative to attend meetings of the General Assembly, Board of Directors, and Specialized Committees, without having a voting right.

Article 16 - The General Assembly:
1 - The General Assembly is the supreme authority of the Union, composed of one representative from each member of the Union who has fulfilled the financial obligations due according to this Statute up to the General Assembly meeting. They must be Chairmen of Boards of Directors, Deputies, Authorized Members, or holders of senior management positions designated by a decision from the Company's Chairman or Authorized Member.